Common use of Successor Administrator Clause in Contracts

Successor Administrator. The Administrator may, upon at least thirty (30) days’ notice to the Seller, the Purchaser Agents and the Servicer, resign as Administrator. Such resignation shall not become effective until a successor Administrator is appointed by the Majority Purchaser Agents and the LC Bank (subject to the consent of the Seller, so long as no Termination Event exists, such consent not to be unreasonably withheld, conditioned or delayed) and has accepted such appointment. If no successor Administrator shall have been so appointed by the Majority Purchaser Agents and the LC Bank within sixty (60) days after the resigning Administrator’s giving of notice of resignation, the resigning Administrator may, on behalf of the Secured Parties, petition a court of competent jurisdiction to appoint a successor Administrator. Upon such acceptance of its appointment as Administrator hereunder by a successor Administrator, such successor Administrator shall succeed to and become vested with all the rights and duties of the resigning Administrator, and the resigning Administrator shall be discharged from its duties and obligations under the Transaction Documents. After any resigning Administrator’s resignation hereunder, the provisions of Sections 3.1 and 3.2 and this Article IV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrator.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc)

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Successor Administrator. The Administrator may, upon may resign at least any time by giving thirty (30) days’ days written notice thereof to the Seller, the Purchaser Agents Banks and the Servicer, resign as AdministratorCompany. Such resignation shall not become effective until a successor Administrator is appointed by the Majority Purchaser Agents and the LC Bank (subject to the consent of the Seller, so long as no Termination Event exists, such consent not to be unreasonably withheld, conditioned or delayed) and has accepted such appointment. If no A successor Administrator shall have been so be appointed by upon a vote of the Majority Purchaser Agents and the LC Bank within sixty (60) days after the resigning Administrator’s giving of notice of resignation, the resigning Administrator may, on behalf of the Secured Parties, petition a court of competent jurisdiction to appoint a successor AdministratorBanks. Upon such the acceptance of its any appointment as Administrator hereunder by a substitute or successor Administrator, such substitute or successor Administrator shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the resigning retiring Administrator, and the resigning retiring Administrator shall be discharged from its duties and obligations under this Agreement from the Transaction Documentsdate of its resignation as specified in such notice, but such resignation shall not discharge the Administrator from any liability incurred in the discharge of its duties hereunder before such resignation. After any resigning If no successor Administrator shall have been appointed by the Majority Banks and have accepted such appointment within 30 days of the retiring Administrator’s giving notice of resignation, then the retiring Administrator’s resignation hereunder, shall nonetheless become effective and (a) the provisions retiring Administrator shall be discharged from its duties and obligations hereunder and (b) the Majority Banks shall perform the duties of Sections 3.1 the Administrator (and 3.2 all payments and this Article IV shall inure to its benefit as to any actions taken or omitted communications provided to be taken by it while it was made by, to or through the AdministratorAdministrator shall instead be made to each Bank directly) until such time as the Majority Banks appoint a successor Administrative Agent pursuant to this Section 8.9.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Kaman Corp)

Successor Administrator. The Administrator may, upon may resign at least any time by giving thirty (30) days’ notice thereof to the SellerPurchasers, the Purchaser Agents Seller and the Servicer. Upon any such resignation, resign as Administrator. Such resignation the Issuer and the Majority LC Participants shall not become effective until have the right to appoint a successor Administrator is appointed approved by the Majority Purchaser Agents and the LC Bank Seller (subject to the consent of the Seller, so long as no Termination Event exists, such consent which approval will not to be unreasonably withheld, conditioned withheld or delayed) and has accepted such appointment). If no successor Administrator shall have been so appointed by the Majority Purchaser Agents and the LC Bank accepted such appointment within sixty (60) 30 days after the resigning retiring Administrator’s giving of notice of resignation, then the resigning retiring Administrator may, on behalf of the Secured Parties, petition a court of competent jurisdiction to may appoint a successor Administrator. Administrator approved by the Seller (which approval will not be unreasonably withheld or delayed), which successor Administrator shall be either (i) a commercial bank having a combined capital and surplus of at least $250,000,000 or (ii) an Affiliate of such an institution Upon such the acceptance of its any appointment as an Administrator hereunder by a successor Administrator, such successor Administrator shall thereupon succeed to and become vested with all of the rights rights, powers, privileges and duties of the resigning retiring Administrator, and the resigning retiring Administrator shall be discharged from its any further duties and obligations under the Transaction Documentsthis Agreement. After any resigning retiring Administrator’s resignation hereunderhereunder as Administrator, the provisions of Sections 3.1 and 3.2 and this Article IV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administratoran Administrator under this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Peabody Energy Corp)

Successor Administrator. The Administrator may, upon may resign at least any time by giving thirty (30) days' notice thereof to the SellerPurchasers, the Purchaser Agents Seller and the Servicer. Upon any such resignation, resign as Administrator. Such resignation the Issuer and the Majority LC Participants shall not become effective until have the right to appoint a successor Administrator is appointed approved by the Majority Purchaser Agents and the LC Bank Seller (subject to the consent of the Seller, so long as no Termination Event exists, such consent which approval will not to be unreasonably withheld, conditioned withheld or delayed) and has accepted such appointment). If no successor Administrator shall have been so appointed by the Majority Purchaser Agents and the LC Bank accepted such appointment within sixty (60) 30 days after the resigning retiring Administrator’s 's giving of notice of resignation, then the resigning retiring Administrator may, on behalf of the Secured Parties, petition a court of competent jurisdiction to may appoint a successor Administrator. Administrator approved by the Seller (which approval will not be unreasonably withheld or delayed), which successor Administrator shall be either (i) a commercial bank having a combined capital and surplus of at least $250,000,000 or (ii) an Affiliate of such an institution Upon such the acceptance of its any appointment as an Administrator hereunder by a successor Administrator, such successor Administrator shall thereupon succeed to and become vested with all of the rights rights, powers, privileges and duties of the resigning retiring Administrator, and the resigning retiring Administrator shall be discharged from its any further duties and obligations under the Transaction Documentsthis Agreement. After any resigning retiring Administrator’s 's resignation hereunderhereunder as Administrator, the provisions of Sections 3.1 and 3.2 and this Article IV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administratoran Administrator under this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Peabody Energy Corp)

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Successor Administrator. The Administrator may, upon at least thirty (30) days’ notice (unless a Termination Event exists, then upon ten (10 ) days’ notice) to the Seller, the each Purchaser Agents and the ServicerPurchaser Agent, resign as Administrator. Such resignation shall not become effective until a successor Administrator is appointed by the Majority Purchaser Agents and the LC Bank (subject to with the consent of the SellerSeller (provided that no such consent shall be unreasonably withheld or delayed, so long as and no such consent shall be required (a) if a Termination Event exists, such consent not to be unreasonably withheld, conditioned has occurred and is continuing or delayed(b) if the appointed successor is one of the existing Purchaser Agents) and such appointee has accepted such appointment. If no successor Administrator shall have been so appointed by the Majority Purchaser Agents and the LC Bank within sixty (60) days after the resigning Administrator’s giving of notice of resignation, the resigning Administrator may, on behalf of the Secured Parties, petition a court of competent jurisdiction to appoint a successor Administrator. Upon such acceptance of its appointment as Administrator hereunder by a successor Administrator, such successor Administrator shall succeed to and become vested with all the rights and duties of the resigning retiring Administrator, and the resigning retiring Administrator shall be discharged from its duties and obligations under the Transaction Documents. After any resigning retiring Administrator’s resignation hereunder, the provisions of Sections 3.1 and 3.2 and this Article IV V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrator.. ARTICLE VI

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cooper Tire & Rubber Co)

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